


A Mass Effect Halloween

by raptor4d4



Category: Mass Effect
Genre: Demonic Possession, Explicit Sexual Content, F/F, Futanari, Halloween, Pregnancy, Sex, Sexual Content, Tentacle Sex, Tentacles, Weirdness
Language: English
Status: Completed
Published: 2016-02-19
Updated: 2016-02-19
Packaged: 2018-05-21 21:53:30
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 4
Words: 14,331
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6059419
Author URL: https://archiveofourown.org/users/raptor4d4/pseuds/raptor4d4
Summary: <blockquote class="userstuff">
              <p>When making a fake witch's brew for a Halloween party, there are two things you must always do.  First, make sure you are using the correct ingredients.  Second, make sure the brew is actually FAKE!</p>
            </blockquote>





	1. Chapter 1

[Disclaimer]

Mass Effect and its characters are the property of Bioware and Electronic Arts.

This is purely a work of fan-fiction and 100% non-canon.

This fan-fiction is free, written for my own enjoyment and the enjoyment of others.

Please support Bioware by purchasing the Mass Effect games, books and comics!

** A Mass Effect Halloween – Part 1 **

“Happy Halloween!”

On October 31st (human calendar) the human population of the Citadel was alive with excitement for the arrival of one of their favorite holidays: Halloween.

Pumpkins were imported and the humans carved and painted them and put them outside their living quarters. Skeletons, witches and other creatures of the night decorated their homes as the humans donned their favorite costumes and prepared a few Halloween pranks.

The aliens all thought the humans had lost their minds. Especially the children, going door to door dressed in bizarre outfits and begging for candy. A few adventurous souls tried to get into the spirit with them. They would stock candy and give it to the children or if a human friend was holding a party they’d put on a costume and join the festivities. The rest all locked their doors and slept with the lights on.

Even the crew of the Normandy decided to get into the holiday spirit. The Normandy docked at the Citadel for some shore leave and Commander Jane Shepard encouraged everyone to go wild and have a good time.

James declared a guy’s night for most of the Normandy crew. He knew about a bar that was throwing a big Halloween party and invited Steve, Joker, Garrus, Engineer Adams and pretty much every male member of the crew. In response to this, Shepard declared a ladies night aboard the Normandy.

It had been years since Shepard had celebrated Halloween and was looking forward to the chance. All female crew of the Normandy would decorate the ship, grab their favorite costumes and go wild! She even sent out invitations to Miranda, Jack and the rest so they could have some fun too.

Sadly Tali and EDI would not be able to attend. Tali came down with a bad infection during a recent firefight and was being treated in a Citadel hospital. She’d recover but she wouldn’t be available for the party. EDI would have liked to participate but she had some much-needed maintenance to be performed on herself that required her to shut down for a day. Halloween was the most convenient time.

But that didn’t stop the rest of the crew from having a good time!

As nightfall on the Citadel approached most of the crew had disembarked to do some shopping. Only three people remained on the ship. Workaholic Liara was still at it in her quarters. She had some things she insisted she needed to get done before the party. She was determined to keep her promise, especially after Shepard seductively promised to show her a costume she’d never forget. Now curious and horny, Liara typed faster than she ever had in her life.

As for the other two members of the crew…

**_Six hours until midnight…_ **

**Samantha:** “Bubble, bubble, toil and trouble! Fire burn and cauldron bubble!”

Samantha Traynor and Dr. Karen Chakwas were already set for the party. The two decided to come to the party dressed as a pair of witches with long black dresses and pointy black hats. But Samantha wanted to do something a little more than play dress-up…

Sitting on the doctor’s desk was a small electric stovetop and a pot boiling with…something. Samantha really wanted to play the witch this year and what better way to do that than to make a witch’s brew?

Samantha continued her chant of “bubble, bubble, toil and trouble” much to the amusement of Dr. Chakwas. She chuckled and flipped threw a large, musty old book. Strange runes decorated the cover and the pages were filled with “spells” and ingredient lists for various “brews”. It was a fascinating read overall even if the doctor found the contents a bit…disturbing.

**Karen:** “Where did you say you found this again, Samantha?”

**Samantha:** “I was passing by an antique store on my way to pick up our costumes. They had that sitting in the window. I don’t know why but something about it…called to me. I just had to buy it. I thought it would be the perfect thing for our costumes tonight! And thanks for letting me brew this in here, Dr. Chakwas. I want this to be a little surprise for the party…”

The windows of the medbay can be darkened in case a medical exam is required where the patient must remove their clothes. The windows were darkened now so they could complete their brew in secret.

**Karen:** “It’s no problem at all. And please, call me Karen. No need to stand on formalities tonight.”

She closed the book and dropped it on the desk as she stood next to Samantha to examine the potion. It was bubbling steadily in the pot and giving off a very strange aroma.

**Karen:** “What did you say this stuff was again?”

**Samantha:** “The book said it is some sort of healing draught. Supposed to cure soreness and little aches and pains. And according to the book, very tasty too when finished! I figured if anyone wanted to sample it during the party this would be the safest brew.”

Karen laughed again.

**Karen:** “Just make sure you’ve got the ingredients right. If you make a mistake and make a potion that gives warts instead, and someone like Jack should drink it, we’ll be cleaning pieces of you off the ceiling through New Year’s.”

Samantha grinned while Karen went back to reading the book. As Samantha continued to stir the pot she smiled deviously to herself. What she said to Karen was true…so far. She found three recipes in the book that started off the exact say way. One was the healing draught she described. The second concoction was part of some sort of summoning ritual. And the third…was an aphrodisiac.

All of the most beautiful women who ever served on the Normandy would be gathered on this ship tonight. At one time or another Samantha has fallen asleep masturbating to fantasies of having sex with them, especially Shepard and Liara. If she could convince everyone at the party to have a quick sip of this little brew…

Samantha grew wet as she pictured a ship-wide orgy breaking out. She pictured Shepard and Liara, totally naked, wrapped in each other’s arms and kissing each other in the middle of the CIC. She pictured Ashley and herself having sex on the dining table in the mess hall. She pictured each female member of the crew in a big fleshy pile in the cargo hold, licking and pleasuring each other all night long…

One fantasy after another kept rolling into her mind. So engrossed was she by them that she did not notice that with each new fantasy the brew seemed to give off a soft red light…

She bought all the ingredients she would need when she bought the book. She had spread out on the desk the ingredients for all three potions. She was free to consult the book as much as she wanted about the healing draught but for the aphrodisiac she had to rely on her memory. She’d wait until Karen wasn’t looking and she’d throw in the right ingredients. She just hoped she wasn’t confusing the recipe at all for that other one…

The brew was almost ready. There was only one ingredient left to add, a strange little root. A brand new fantasy entered her mind as she held it in her hand. She pictured herself in Shepard’s cabin, naked and completely surrounded by all the Normandy women. They would gather around her, begging to have sex with her, offering up their erotic bodies for her pleasure. So intense was her fantasy that she was brought nearly to the point of climax. In her excitement Samantha did not check to see if Karen was looking away when she threw it in the pot. She was not.

**Karen:** “Hey!”

Karen slammed the book shut and threw it on the desk.

**Karen:** “That root wasn’t part of the recipe!”

Before Samantha had a chance to explain Karen pushed her aside and stared into the pot. As soon as Samantha threw in the root something happened. The brew turned a deep blood red shade and began to bubble violently. A soft light shone from the depths of the pot and grew brighter and brighter the more the potion bubbled. Karen was horrified at what was transpiring.

**Karen:** “Samantha, what have you DONE?!?”

**BOOM!!!**

Something in the pot exploded, sending a thick red cloud of smoke shooting directly at Karen’s face. She grabbed her face and screamed for a moment before coughing uncontrollably.

**Samantha:** “KAREN!!!”

She tried to grab Karen but she pushed her away. She continued to clutch her face while coughing. Samantha was at a loss over what to do. Her first impulse was to get the doctor. But Karen _was_ the doctor! She was paralyzed with indecision as Karen continued to cough violently. Meanwhile the pot continued to shimmer and boil. Then, inexplicably, the pot stopped glowing and bubbling. At the same time Karen stopped coughing. She straightened up with her back to Samantha, her arms dangling at her side. Samantha wasn’t sure what to say or do. Finally she worked up the courage to speak.

**Samantha:** “Karen? Are you…alright?”

Karen was silent. She did not move a muscle. Eventually she did speak.

**Karen:** “Sa…Saman…tha…”

Her voice sounded a bit funny. Samantha wrung her hands out of fear and guilt.

**Samantha:** “Karen! I’m so sorry! I lied to you. I wasn’t making a healing draught! I was making another potion I read about in the book. But I think I got some of the ingredients mixed up with a completely different potion! Please forgive me! Please tell me you’re alright!”

**Karen:** “Samantha…”

Karen reached up and grabbed the edges of her hat.

**Karen:** “I have never felt better…”

She removed the hat and dropped it to the floor.

**Karen:** “…In my life!”

Samantha had to blink a few times to make sure she wasn’t seeing things. Karen’s silvery hair had turned jet black. Slowly she turned and Samantha’s jaw dropped in shock and awe when she saw her face. Karen was…younger. She looked like she had de-aged at least 30 or 40 years. She was…beautiful!

Karen smiled at the stunned Samantha.

**Karen:** “Samantha…my dear…I thank you. You have given me a tremendous gift. It is only appropriate that I thank you…”

**Samantha:** “Karen, wha…”

Samantha’s eyes bulged as Karen very slowly started to remove her witch outfit. She slowly undid a zipper in the back and let her dress fall to the floor. She stood there for a moment in her lacey white underwear and smiled seductively at Samantha. Then she reached behind her and unhooked her bra. Samantha could feel her panties grow a little wet as she watched the bra fall to the floor, leaving Karen’s surprisingly large tits fully exposed. Samantha never would have guessed they were so large underneath her uniform!

Next Karen removed her panties. With those gone she stood completely naked in the middle of the medlab. Samantha gulped as her body trembled from fear and arousal.

What the hell happened with that potion?! Did she accidentally create a youth potion instead?! For a brief moment thoughts of riches filled her mind as she pondered the fortune she could make with such a brew. But these thoughts vanished when she felt Karen’s hands on her shoulders. She blinked and stared into Karen’s eyes. There was a longing in the good doctor’s eyes. And a…hunger?

Samantha was still frozen from shock. The only move her body could make was tremble at the sight of the beautiful young Karen Chakwas before her. Karen smiled seductively and pulled her in closer. She stuck her knee between Samantha’s legs and gently massaged her pussy. It felt like an electric jolt ran through her body at Karen’s touch, bringing her to the brink of an orgasm. Karen pressed her chest against Samantha’s. She could feel the doctor’s warm tits through the fabric of her dress. They felt so soft…

Karen gently removed Samantha’s hat and dropped it to the floor. She then leaned in and whispered in Samantha’s ear with a voice that left an echo in her mind.

**Karen:** “Take off your clothes…”

_Take off your clothes…take off your clothes…_

These words repeated over and over again in Samantha’s head. All other thoughts were washed away. All she could think of was Karen’s command…

Samantha slowly nodded. She reached behind her and unzipped her dress. When it was undone she quickly ripped it off and quickly did the same with her underwear. She wanted desperately to feel Karen’s hot flesh pressed against hers. She would do anything, absolutely anything to experience it.

With Samantha’s clothes gone Karen wasted no time. She ran her hand down Samantha’s stomach until she touched her clit. She pinched it and played with it, her fingers feeling like a vibrator, while Samantha screamed and yelled uncontrollably from the pleasure. Karen licked her neck and bit it softly while pressing her hand onto Samantha’s back, holding her close. She wanted Samantha to feel the full warmth of her flesh. She had much to be grateful to Samantha for. She had to reward her little friend…

Just as Samantha came close to an orgasm she stopped playing with her. Samantha looked at her with pleading eyes, begging to know why she stopped. Karen smiled because she had something else planned. She asked Samantha how she would like to pleasure her, how she would like to climax. Karen’s voice steadily began to change as she spoke. There almost seemed to be an echo to her voice, as though a second person was speaking at the same time. Someone with a deep, growling voice…

But Samantha did not notice. She heard Karen’s words but they continuously echoed in her mind, drowning out all other thoughts and suspending her reasoning. Like an anxious schoolgirl she hopped onto one of the examination tables, held up her legs and exposed her dripping wet pussy to the doctor.

**Samantha, trembling:** “My pussy…play with my pussy…”

Karen smiled and obliged. She knelt next to the table and gently placed her hands on Samantha’s hips. She stared hungrily at Samantha’s pussy and gave it a soft lick. Samantha’s entire body jerked. It was just one soft lick but her tongue felt like it was made of electricity. It sent a surge of sexual ecstasy through her body that made her cum. Samantha’s juices were sprayed all over Karen’s face. She smiled and took it. When Samantha was done Karen licked her cum from around her mouth and went to work.

She licked Samantha’s pussy again and stuck her tongue inside her. Samantha squealed like an animal in heat, her body shaking uncontrollably at Karen’s electrifying touch. She grabbed her own tits and squeezed them hard while Karen carefully tongue-fucked her. She squeezed them and twisted her rock-hard nipples as already Karen was bringing her to the brink of another orgasm.

**Samantha:** “I’m cumming! I’m cumming!! I’M CUMMING!!!”

Samantha came again. This time Karen sucked up all her juices. She wrapped her lips around her pussy and sucked up every drop of her delicious cum. When she was done she released Samantha who completely collapsed. Her arms and legs hung limp over the sides of the exam table while she breathed heavily with a big smile on her face. Karen stood up and smiled at the exhausted girl. But this was not a friendly smile. This was an evil smile…a dangerous smile…

**Karen:** “You’ve never tasted a man, have you?”

Samantha’s eyes were closed as she recovered. She shook her head in response, not thinking about how strange the question was. Samantha’s answer pleased Karen.

**Karen:** “I think it’s time we changed that…”

Up until now a thick fog clouded Samantha’s mind, blocking out all thought except for fucking Karen. After her orgasm the fog lifted enough that she heard this statement and realized how odd it was. She opened her eyes and looked at Karen. Something was wrong with her. The way she was looking at Samantha…it wasn’t natural. She looked into Karen’s eyes…and gasped as they began to change. The whites of her eyes steadily turned blood red, her irises jet black. Karen’s evil grin grew as she looked at Samantha and then looked down. Samantha followed her gaze down to Karen’s pussy. She had her fingers forming an upside down V around her pussy. Samantha wasn’t sure what she was supposed to be looking it…but soon it became apparent.

Karen’s clit steadily began to grow. It grew larger and longer, stretching out and changing shape until it transformed into…a dick. An actual dick had formed between Karen’s legs above her pussy. Karen took it in her hand and gently stroked it. It was rock-hard…and pointing directly at Samantha’s pussy.

Samantha’s jaw dropped in horror at the sight. She opened her mouth to scream but no sound came out. She wanted to run away…but all life had vanished from her arms and legs. She was helpless before Karen and her…dick. Completely helpless. The sight of Samantha in this pathetic state made Karen laugh. She spoke to Samantha, the echo in her voice now more pronounced. There was definitely a second voice coming from her mouth. And it was not human.

**Karen:** “Scared, my dear? You should be. You’ve unleashed something beyond your mortal comprehension. And now you must pay the price. Now, stand up!”

Samantha’s arms and legs twitched and began to move. Samantha tried to stop herself but she had lost all control over her body. At Karen’s command she quickly got on her feet and stood before her, her body as straight as a rod. Samantha’s body trembled as she looked from Karen’s red eyes to her huge dick.

**Karen:** “Turn around.”

Samantha’s body obeyed. She spun around and faced the table.

**Karen:** “Bend over…”

Samantha knew what was coming next. With all her heart and soul she didn’t want it. She did not want to feel a dick inside her. But she had lost all control of her body. She bent over the table and spread her legs. Her lip quivered as she stared straight ahead, too scared to look back at Karen.

Karen gently placed her hands on Samantha’s ass. It was very warm and soft. She gently massaged and squeezed her ass while enjoying its perfect shape. She slid her hand down to Samantha’s pussy. She was disappointed to find it was no longer wet but still she grinned. She would change that soon…

She spread open the lips of her pussy, gently pressed the tip of her cock against it…and slid it right in.

Samantha screamed. She screamed and she screamed as “Karen” began to fuck her. She thrust her cock deeper and deeper into her pussy until Samantha stopped screaming and started weeping. Karen laughed at her. Her screams, her tears, the slapping of flesh, all of these things were music to her ears. Finally Samantha worked up the courage to look back at Karen. She did not say anything but her tear-filled eyes said all she needed to say. Why? Why was Karen doing this? What happened to her? Karen smiled and graced Samantha with a story.

Many centuries ago, in the dark ages of mankind, a very powerful demon roamed the Earth. It was a demon of lust who fed on humanity’s darkest sexual desires. It sought to enslave all of humanity and populate the Earth with its own demonic spawn. Thankfully a group of sorcerers succeeded in destroying the demon’s body and banishing its spirit to the netherworld.

In an attempt to ensure the demon could never return the sorcerers created some very specific circumstances under which the demon could return. A special summoning potion would need to be brewed on the night of All Hallows Eve, the one time of year that the barrier between the living and spirit worlds were at their weakest. While it was being brewed the conjurer would need to gather in the immediate area an incredible amount of sexual energy, an amount normally only achieved through something as big as an orgy. But even if the demon’s spirit was summoned it would need a new body to inhabit. And the spell that banished it prevented the demon from inhabiting the body of any sexually aroused person. All those partaking in the ritual would definitely be aroused and if they brought a sacrifice there was little chance they could be present for the ritual and not be aroused themselves.

The demon laughed at Samantha because she had unwittingly created the perfect conditions for the demon to return. So horny was Samantha and so intense were her sexual fantasies that she single-handedly generated the amount of sexual energy needed for the summoning. Karen, who was completely unaware of what was happening, was anything but aroused. And at the moment the potion was completed Karen felt only fear and concern over what Samantha had created, making her the perfect vessel for the demon.

Now the demon had returned and was ready to begin its plan anew. Now that humanity had reached the stars it would conquer and enslave all know worlds, not just the Earth! And Samantha would be the first of her new slaves!

Karen moved her hips faster, driving her dick as far into Samantha’s womb as it could go. This did not satisfy Karen. She grinned evilly as her cock grew larger and longer inside Samantha. Samantha’s screaming and crying grew louder as she pleaded with the demon to stop. The demon shook her head.

**Karen:** “You will not be saying these words for long. You shall be the first of my new slaves to help me usher in a new galaxy! Once I cum inside you, you…will…be…MINE!!!”

She moved even faster, far faster than any human possibly could. Samantha tried to scream some more but no sound came out. She could feel Karen’s cock twitching inside her. She was about to cum! And Samantha was powerless to stop it! The demon laughed evilly, her laugh echoing throughout the room as she shot her load inside Samantha…

**_To Be Continued..._ **


	2. Chapter 2

[Disclaimer]

Mass Effect and its characters are the property of Bioware and Electronic Arts.

This is purely a work of fan-fiction and 100% non-canon.

This fan-fiction is free, written for my own enjoyment and the enjoyment of others.

Please support Bioware by purchasing the Mass Effect games, books and comics!

** A Mass Effect Halloween – Part 2 **

**_Five and a half hours until midnight…_ **

**Ashley:** “Now let’s see…”

Ashley Williams had already returned to the Normandy. She had acquired all the decorations needed for the party and was getting ready to distribute them. She rode the elevator down to the crew deck with a large cart of supplies. She rifled through the boxes of decorations to make sure she had everything while dressed in her costume.

Ashley was dressed as a vampire. She wore a blood red dress and boots with a long black cape. She had plastic fangs in her mouth and spend a good part of the day practicing her Transylvanian accent.

She arrived at the crew deck and disembarked. She pushed the cart around to the mess hall to start unloading. The first thing she noticed was that the windows of the medlab were blacked out. Dr. Chakwas had the room in privacy mode. Did someone need medical attention?

Ashley shrugged. Whatever it was she was sure the doctor had everything well in hand. She began to unload the cart but before she could get two boxes off she heard an odd sound. It was very faint but it sounded like…screaming? It seemed to be coming from the medlab, which was odd because when the medlab is in privacy mode the room is supposed to be sound-proof. She had some supplies she needed to give Dr. Chakwas anyway so she pushed her cart over by the door.

The door was locked and could not be opened except by the person inside. There was a small camera near the door so the doctor could see outside. It whirred and looked at Ashley. She smiled and waved at the camera.

**Ashley:** “Delivery from the blood bank!”

She chuckled at her joke. The door unlocked and hissed open. Ashley grabbed the cart and entered the room.

**Ashley:** “Happy Halloween, doctor! I’ve got everything we need to have a real fright-fest this eve…eve…”

She stopped cold. The cart’s handle slipped from her grasp and it kept rolling further into the medlab. It came to a stop at the door to the AI Core…right after rolling past Karen and Samantha.

Samantha lay on the exam table, seemingly passed out as copious amounts of semen oozed out of her pussy and dripped down her legs. Standing next to her was Karen Chakwas, but not the Karen Ashley knew. Her eyes were blood red and between her legs was a cock, the most massive cock Ashley had ever seen. Ashley’s eyes were fixated on it.

**Ashley:** “Wha…wha…”

Ashley tried to find the words but none came. She looked up into Karen’s eyes…and then back down at the cock. She’d look at Samantha…and then back to the cock. She was utterly mesmerized by it.

A cloud began to form in Ashley’s mind. It became harder and harder for her to think. A voice in her head began screaming for her to run away and seek help for surely something unnatural was going on here. But the longer she stared at the cock the quieter this voice became. Eventually it fell silent. All that remained in Ashley’s mind…was the cock.

**Karen:** “Take off your clothes…”

Karen’s voice was like a deep growl. It echoed through the room and penetrated the deepest parts of Ashley’s mind. Ashley’s mouth was hanging open in awe as she stared at the cock. When she heard Karen’s command, she obeyed. All resistance in her mind had been stripped away. She removed her plastic fangs and quickly stripped off her costume. She stood naked and continued to watch in awe as Karen approached her. Her cock grew more erect with each step. When she stopped she took her cock in her hand and slowly stroked it.

**Karen, softly:** “…Do you want this?”

Ashley blinked as she stared down at the cock. Unable to speak, she simply nodded.

**Karen, softly:** “Do you want to taste my delicious cock?”

Ashley nodded again.

**Karen, softly:** “Do you want to feel my hot cum running down your throat?”

Ashley did not nod but her body began to tremble. Her juices leaked down her legs as she fantasized about the taste of this delicious cock. This was all the answer Karen needed.

**Karen:** “Then you know what you must do…”

Immediately Ashley got on her knees. She opened her mouth and stuck out her tongue. She wanted desperately to taste Karen’s cock and quietly begged her for the honor. Karen smiled and granted her request. She gently placed her cock on Ashley’s tongue and slowly slid her cock in her mouth. Ashley’s eyes rolled back into her head as the full cock entered her mouth. Never had she tasted something so delicious! She sucked the cock with all her might, desperate to enjoy it to its fullest.

Karen smiled at her enthusiasm. She rested one hand on Ashley’s head as it moved back and forth. She turned her own head back to Samantha, still passed out on the exam table. The poor dear…she’s had a rough evening! She needed to do something relaxing to cheer herself up…

**Karen:** “Why don’t you join me, my dear? Let us both show Ashley our love…”

Samantha’s legs twitched. Very slowly she lifted herself off the table. She stood upright and slowly turned to face Karen. Though Ashley was fixated on the cock in her mouth she did take a brief glimpse at Samantha. Her eyes widened when she saw her face.

Samantha’s eyes had turned jet black. She smiled evilly as she took a deep breath. The demon’s cum in her pussy had made her its slave. She was now its obedient servant, ready and willing to do anything…or anyone…to please it.

Samantha looked down and smiled. Ashley followed her gaze down to Samantha’s pussy. In the seconds since she lifted herself off the table a cock had grown between her legs.

**Samantha:** “Yes…my Dark Mistress. I am honored to shower Ashley with love by your side…”

She stood next to Karen and offered Ashley her cock. Ashley’s mind was swimming. The shock of seeing Samantha now with a cock lifted the fog on her mind enough to send her into a panic. What the hell was going on here?! What was wrong with these two?! She tried to pull herself away…but made the mistake of looking at Samantha’s cock again. Like Karen’s it had a mesmerizing effect on Ashley. Without even realizing it her hand slowly reached up and took hold of it. She quickly started giving it a handjob, all while sucking Karen’s cock. The fog in her mind quickly returned as Karen began speaking to her.

**Karen:** “That’s it…be a good little slut. This is where you belong. This is where _all_ you humans belong. At my feet. Servicing me. Isn’t that right, my slave?”

Samantha nodded furiously in response and her breathing grew more intense as Ashley stroked her cock even faster.

**Samantha:** “Yes, Mistress! We are mere animals, sacks of flesh only good for fucking! I look forward to serving you, Mistress. I will fuck at your command. I will _be_ fucked at your whim. Please use my body however you wish!”

**Karen:** “Well spoken! Ashley, reward her!”

_Reward her…reward her…_

Karen’s command echoed in Ashley’s mind. She reluctantly removed her cock from her mouth and began sucking Samantha’s. It was tasty…but not as tasty as Karen’s. She started giving Karen a handjob. But the desire to suck her cock again quickly became too much. She took hold of both cocks to steady them. She sucked Karen’s cock again for a few moments…and then sucked Samantha’s again. She alternated back and forth between their cocks, desperate to taste them both and eager to please them.

Ashley could sense they were about to cum. She knew it but didn’t know how. She stopped sucking them both and opened her mouth. She stroked both cocks vigorously as she aimed them both at her open mouth. She wanted to taste both their cum and wanted to taste them both at the same time! Karen was quiet pleased with Ashley’s performance.

**Karen:** “You have done very well, Ashley. You will make an excellent slave!”

**Samantha:** “Join us! JOIN US!!!”

Both women came at the same time. They shot their cum into Ashley’s open mouth and all over her face. She moaned uncontrollably as she felt their hot semen running down her face. She swirled her tongue around inside her both and enjoyed their sweet but bitter taste. Her eyes rolled back into her head and she closed them as she swallowed. With her eyes still closed she stood up. When she opened them again…they were jet black.

Karen laughed evilly while Samantha smiled.

**Samantha:** “Welcome…sister…”

Ashley smiled back.

**Ashley:** “Thank you, my sister. I look forward to serving our Dark Mistress together with you…”

Samantha grabbed Ashley’s shoulders and pulled her in close so she could kiss her and lick the cum off her face. So this is what her cum tasted like…

Karen watched her two slaves with pleasure. She checked a clock on the wall. Only five hours left until midnight…

**Karen:** “Tell me, my slaves, is there anyone else on this ship at the moment?”

The newly reborn sisters released each other and pointed through the darkened windows to Liara’s cabin.

**Ashley:** “The asari…Liara…”

**Samantha:** “Liara…shall we invite her into our family, Mistress?”

**Karen:** “Yes we shall. Go on ahead. I’ll be there in a moment.”

Hand in hand Samantha and Ashley exited the medlab. Meanwhile Karen’s eyes fell on the spell book. She picked it up and flipped to a specific page and smiled. The spell that bound the demon to Karen’s body was not permanent yet. It would become permanent at the stroke of midnight on All Hallows Eve. After that nothing could return her to the netherworld. But before then…

The page Karen turned to contain the banishing spell that would send her spiraling back to the netherworld. All someone needed to do is speak the words aloud and the demon is done for. But the demon was not about to let that happen. She ripped out the page, crumpled it up and tossed it in the brew pot. The potion bubbled a bit as the crumbled paper sank into the liquid. She picked up Ashley’s vampire cape and put it on. She thought it looked quite good on her. She laughed at her victory as she walked out of the medlab with the book under her arm, certain that all danger to her was no more.

Liara finished typing at her Shadow Broker terminal and stretched. Finally she was finished! And just in time too! People should be showing up soon for the party. Speaking of which, it was time for her to get dressed! She had a costume all picked out for the party. She really hoped Shepard would like it. While she walked towards her bed to retrieve the costume from under it she blushed as she pondered what kind of costume Shepard had in store for her.

As she reached her bed she heard the door slide open. Had Shepard come to see her early? She turned to greet her love but before she could say a word her legs gave out and she fell on the bed. Her jaw dropped and her eyes were wide with horror when she saw who had really entered.

Ashley and Samantha, both completely naked, both with jet black eyes and both with fully erect cocks stood in the doorway. They smiled evilly at Liara, their eyes moving up and down her body as they fantasized about the naked body she had underneath her uniform. They were soon joined by Karen, her cock also erect. She placed her arms over their shoulders and smiled at Liara as their cocks, now side by side, were pointed right at her.

**Karen:** “This is my first time seeing an asari. You will make a fine addition to my harem of slaves…”

Liara trembled as the three of them entered the room.

**Liara, trembling:** “No…”

The door behind them quickly slid shut. Before it closed completely the last thing anyone outside may have heard was…

**Liara:** “NOOOOOOOOOOOOOOOOO!!!!!!!!!”

**_To Be Continued..._ **


	3. Chapter 3

[Disclaimer]

Mass Effect and its characters are the property of Bioware and Electronic Arts.

This is purely a work of fan-fiction and 100% non-canon.

This fan-fiction is free, written for my own enjoyment and the enjoyment of others.

Please support Bioware by purchasing the Mass Effect games, books and comics!

** A Mass Effect Halloween – Part 3 **

**_Three hours until midnight…_ **

Miranda Lawson tapped her foot impatiently outside the airlock to the Normandy. She’d check her watch, look around and tap her foot again.

**Miranda:** “Where the fuck is she?!”

Surprisingly, Miranda was waiting for Jack. Despite all the animosity between them since they first met a friendship steadily began to form between them. Though much to Miranda’s horror and disgust, she sometimes wondered if maybe something more was brewing. Jack once complimented her on her tits. Since then she’d spy Jack eying her up out of the corner of her eye. In the old days she would have though Jack was eyeing her up for a fight but nowadays her eyes seemed to linger too long on her tits and ass…

Miranda shook her head. She was certain she was imagining things. But one thing she wasn’t imagining was the fact that Jack was late!

They were out enjoying a Halloween drink together before the party. Miranda gave Jack some money to buy their costumes for the party while she went on ahead to the Normandy. It should have taken Jack ten minutes to catch up. That was an hour ago.

Finally a taxi landed nearby and Jack emerged. She looked very grumpy. Though not as grumpy as Miranda, especially as Jack walked towards her without any bags or boxes containing their costumes.

**Miranda:** “Jack! Where the hell have you been?! And where are our costumes?!”

Jack didn’t look her directly in the eye.

**Jack:** “Eh. Took a quick stop at a varren racetrack. Thought I could double our money. Not so much…”

As she brushed pass Miranda she slipped a single credit chit into her palm. Miranda stared at it wide-eyed for a moment and followed Jack, fuming.

**Miranda:** “Well that’s just great! We’re going to a Halloween party and we won’t have any costumes! What the hell are we going to say to all of them?”

Jack stopped walking and turned to face her. She got right in her face and glared at Miranda.

**Jack:** “How about this? How you pretend to _not_ be some prissy little princess and _I’ll_ pretend _not_ to be someone who lost at the racetrack! How about that, bitch?!”

Jack and Miranda glared into each other’s eyes. They could feel each other’s hot breath on their faces. Their faces came closer and closer together…almost to the point of kissing. They both realized what they were doing and pulled away at the last second. Both of them red in the face they decided to just go inside without another word. If anyone would ask, they lost their costumes.

The Normandy CIC was as quiet as a ghost town. Miranda found it a little eerie that no one was around to greet them but she figured they were all on the crew deck having a good time.

As they approached the elevator Jack kept looking around. She hasn’t had a chance to explore the Normandy since the Alliance retrofits and was curious as to what has changed. She spied what used to be the door to Mordin’s lab. Didn’t Shepard say that now led to a “war room”?

**Jack:** “I’m gonna check it out!”

**Miranda:** “Jack, wait!”

But it was too late. Jack bolted for the door before she could stop her. She didn’t pursue her. She knew the War Room was protected by a biometric screen. She wouldn’t get in without clearance and Miranda highly doubted Jack had it. She just shook her head and entered the elevator. She pressed the button for the crew deck and waited.

**_Meanwhile, on the crew deck…_ **

**Ashley:** “That’s it…suck it! Suck it like a good little whore!”

Ashley knelt on the floor next to the newest member of their little family, Gabby the engineer. She boarded the Normandy not long before Miranda and Jack. The first thing she saw upon arrival on the crew deck was a freakish threesome between Karen, Ashley and Samantha.

Now she was on her knees, her arms limp at her sides and her eyes jet black as she enjoyed the taste of her Mistress’s cock. With one hand Ashley pressed on the back of Gabby’s head, helping her force more and more of Karen’s cock down her throat, and with the other she stroked her own cock, anxious to spray her new sister with her cum. Samantha stood at the side of her new Dark Mistress, resting her head on her shoulder while Karen gave her a handjob.

But something was different about Ashley and Samantha. Their stomachs were…larger. In a remarkably short time they had both developed a very noticeable baby bump. Something was growing inside of them. Something sinister. But the two slaves were both very happy. Samantha gently rubbed her belly lovingly. Her Mistress had blessed her with a child. She would be honored to give birth to her baby…as many babies as she wanted…

Karen smiled as she was very pleased with her growing harem. She was even more pleased with the size of their bellies. She had planted her seed in each of them, making them the first of the broodmothers who will spawn and army of her children to conquer the galaxy. As a new arrival it would take time for Gabby to catch up with the others. Several other crew members had already arrived. They were all gathered in the cargo bay making preparations for her own _special_ Halloween celebration…

Karen looked up. As midnight drew closer more of her powers were returning. Her senses were growing stronger and she could feel two new people board the ship. One was staying on the deck above. The other was making her way down the elevator.

**Karen:** “Make preparations…”

The elevator doors slid open and Miranda stepped out. The first thing she saw was the Memorial Wall. She took a moment to pay her respects to the fallen. Perhaps tonight she’d raise a toast to honor them? She made her way around the bend to the mess hall. She was surprised at how quiet things were. The party should have started hours ago. She expected to hear some chatter and maybe some music. Instead she heard…slurping?

She rounded the corner and found the source of the noise. Very slowly Miranda started to back away when she saw a very young Dr. Chakwas, Samantha and Ashley all with dicks and helping Gabby give Dr. Chakwas a blowjob.

They ignored her as she appeared for Karen finally came in Gabby’s mouth. Her hot cum filled her mouth and ran down her throat. She swallowed it all and thanked her Mistress for the delicious meal. Karen nodded at her and smiled…before looking up at Miranda.

Miranda’s blood ran cold when she met Karen’s eyes. A chill like she had never felt before ran up and down her spine at the sight of this…creature. Karen smiled at her and spread her arms in a welcoming manner.

**Karen:** “Welcome, my dear. You’re just in time for the celebrations. A new world is about to be born. And _you_ are going to help give birth to it…”

Ashley stood up, grinning evilly with one hand on her belly and the other stroking her cock. Samantha did the same, feeling up her pregnant belly and stroking her cock as she moved next to Ashley. Gabby had her back to Miranda until now. She slowly stood up and turned to face her. Gabby’s belly was still normal size…but she now have a cock which she began to stroke eagerly.

Fearing what was about to come, Miranda turn and ran. But she barely made it two steps when she was stopped cold by Kelly Chambers. She grabbed Miranda by the shoulders with surprising strength and held her still. Kelly was completely naked, her eyes black and her own baby bump starting to form. When Miranda stopped struggling from the shock Kelly ran her hands down her shoulders to her tits. She gently squeezed Miranda’s ample bosom through her uniform, causing her cock to harden and twitch.

**Kelly:** “Join us…sister…”

Before Miranda could stop her she kissed her on the lips and pushed her onto the ground. Kelly jumped on top of her and proceeded to rip off her uniform. Ashley and Samantha soon joined her. Miranda struggled but she was helpless as the three possessed women ripped off her clothes and pinned her down with their unnatural strength. They began to kiss and lick her all over her body. As they did Miranda slowly stopped struggling. A cloud formed in her mind that made it harder and harder to think.

Karen approached her slaves as they “welcomed” Miranda. She stood over them and watched with pride as they brought their new sister into the fold…

**Jack:** “Oh, come on!”

Jack stood on the other side of the biometrics scanner in front of the door to the War Room. The security system beeped as she passed through, indicating that she did not have clearance to proceed, and sealed the door.

**Jack:** “I used to be part of this crew! I’ve even with the Alliance now! Let me in!”

She yelled at the door like she expected it to respond and open. It did not. She kicked it a few times. Didn’t make a dent. She really wanted to see the War Room. Perhaps a little biotics could help things along…?

As Jack debated with herself whether or not she should use her biotics to break open the door, a very soft voice drifted through the room.

**Miranda, softly:** “Jaaaaaaaaack…”

Miranda’s voice was like a ghostly whisper. Jack didn’t pay any attention to it.

**Jack:** “Not now, princess! I’m busy.”

**Miranda, softly:** “Oh Jaaa-aaaaaack…”

Jack sighed and rolled her eyes. She didn’t turn around but spoke to Miranda.

**Jack:** “What the fuck do you want?”

Miranda was standing in the shadows just outside the security station. Slowly she entered and stood on the other side of the biometric screen.

**Miranda:** “I found some costumes for us, Jack…”

This got Jack’s attention.

**Jack:** “Oh really? What’ve you got in…mind…”

She turned to face Miranda as she spoke. Her voice trailed off when she saw her.

Miranda…was completely naked. Her perfect body was on full display from her perfect ass to her fantastic tits. Jack gulped as her eyes moved up her body from her pussy to her tits to her…eyes.

**Jack, thinking:** “What the fuck?!”

Miranda’s eyes were jet black. She smiled evilly at Jack as she passed through the biometrics screen. Something about those eyes sent a terrifying chill down Jack’s spine. She had never felt this afraid, not even when they attacked the Collector Base. She pressed her back against the sealed door as Miranda came closer and closer.

**Miranda:** “How about…I pretend to be a very angry Mistress…and you pretend to be my dumb bitch slave who can’t follow simple instructions? Doesn’t that sound… _fun_?”

_Fun…fun…fun…_

That word echoed in Jack’s mind. It made it…hard to think. Jack’s jaw hung open as she stared into Miranda’s black eyes. A thick fog enveloped her mind. Normally she would punch anyone who suggested that kind of roleplay to her. But a strange power gripped Jack’s mind, twisting her thoughts into those not her own. Jack found herself nodding very slowly in response to Miranda’s question. Miranda smiled and crossed her arms.

**Miranda:** “Very good, my pet. But a slave does not need clothes…”

Jack nodded slowly again. Without taking her eyes off Miranda she ripped off her clothes. Miranda eyed up Jack’s naked tattooed body. She felt herself growing very wet. She secretly longed for this moment, to see Jack’s naked body on full display, to see all the artwork that covered her body…and have it all be hers.

Miranda pulled up a chair and sat down.

**Miranda:** “I gave you a simple task today. Buy our costumes for the party. And you failed. Not only failed but you lost my money. You need to be punished. Assume the position, Jack.”

She motioned towards her lap. Jack knew what to do.

**Jack:** “Yes…Mistress…”

She placed herself across Miranda’s lap, ready to receive her punishment in the form of a spanking.

**Miranda:** “You were NAUGHTY!”

She slapped Jack’s ass. Jack yelped and quickly apologized.

**Jack:** “Yes, Mistress! I’ve been naughty!”

**Miranda:** “You’re a bitch! You’re stupid! You’re a WHORE!!!”

With each insult she spanked Jack harder and harder until her ass was red. Jack kept apologizing to her Mistress throughout, begging forgiveness for being a stupid bitch, for being a whore. But Miranda was not satisfied. She enjoyed spanking her but Jack needed to be taught a more severe lesson in obedience. She pulled Jack off her lap by her ponytail and pushed her against the wall. She stood up and screamed at her slave.

**Miranda:** “Bend over and spread ’em!”

**Jack:** “Yes, Mistress!”

Jack fearfully obeyed. Her Mistress was very angry. She did not dare disobey her Mistress. She rested her hands on the wall, stuck out her ass and spread her legs. Her body quivered in anticipation as Miranda gently placed her hands on her ass. Her ass was still sore from the spanking so Miranda was gentle with her. She grinned evilly at her pet. Her grin grew even wider as she looked down and watched a dick grow between her legs. She spread open Jack’s pussy. She was already wet from anticipation. Little did she know what she was about to get…

Jack kept her eyes on the wall. She did not dare look back at her Mistress. Her Mistress was angry! Why was she angry? Because she screwed up. She was a naughty slave. A very naughty slave. And she deserved to be punished. Punished because…because…

Jack’s real self began to stir beneath the fog that enveloped her mind. What…was she doing? She and the cheerleader were about to…fuck? Much to her own surprise this thought made her incredibly wet. She _wanted_ to fuck the cheerleader?! That didn’t seem right. But before she could take this train of thought any further she felt something hot press against her pussy…and slide right in.

**Jack, thinking:** “What the?! A _cock_?!?”

It was definitely a cock she felt inside her. It wasn’t a dildo or a strap-on. She’s been fucked by plenty of those before so she knew what they felt like. This was a real, large and pulsating cock she felt inside of her. Did the cheerleader sneak someone into the room when she wasn’t looking?! She turned her head to see who was fucking her but instead of a man all she saw was Miranda…and she had a cock.

Miranda’s large thick cock pounded Jack’s pussy hard. She thrust her hips with unnatural speed and drove her cock deeper and deeper inside her. Jack couldn’t believe her eyes. The cheerleader was a _man_?! No, that wasn’t right. She didn’t have a cock when she came in. Did that mean that…she grew one?

Just as Jack started contemplating the idea of escape a strange sensation washed over her. Her body tingled as she felt the muscles in her arms and legs tighten up. She couldn’t move! Even her jaw was frozen, preventing her from talking or even screaming. She watched in horror as Miranda…this creature…fucked her hard. Jack’s pussy grew wetter and wetter. Whatever they were, they were fucking great! Her pussy felt like it was on fire as pleasure washed over her body.

Miranda moved her hips even faster, her tits bouncing at incredible speed. She watched with pleasure as Jack looked back at her in terror and laughed as the terror was slowly replaced by ecstasy.

**Miranda:** “That’s it! Give it! Give in to the pleasure! You will learn. You will learn to obey. You will learn to be an obedient slave for your Mistress, just as I am! Prepare yourself, bitch! Prepare to join our family!”

Her cock twitched and swelled inside Jack until she filled her womb with her cum. Jack’s mouth was still frozen shut so she screamed quietly inside her mind as a warmth washed over her. Her body relaxed and she could move again. She collapsed and lay on the floor panting as Miranda stood over her. Miranda stood with her hands on her hips, her cock still erect and hanging over Jack’s head dripping some residual cum onto her face.

One drop of cum oozed down to the corner of her mouth. When it reached her lips Jack stuck out her tongue and licked it up. She opened her eyes, her jet black eyes, and smiled. Miranda helped her up and the two women looked into each other’s eyes and smiled. Jack looked down at Miranda’s cock and back up to her eyes.

**Jack:** “When I grow my own cock…can I fuck you later?”

Miranda laughed and took hold of her cock.

**Miranda:** “Of course you can, sister. I’m sure our Mistress would very much enjoy the show. Now let us go greet her. We have much to do for our Mistress.”

**Jack:** “Yes…let us serve…our Mistress…”

Hand in hand Jack and Miranda headed for the elevator to join their Mistress…and their ever-growing family…

**_To Be Continued..._ **


	4. Chapter 4

[Disclaimer]

Mass Effect and its characters are the property of Bioware and Electronic Arts.

This is purely a work of fan-fiction and 100% non-canon.

This fan-fiction is free, written for my own enjoyment and the enjoyment of others.

Please support Bioware by purchasing the Mass Effect games, books and comics!

** A Mass Effect Halloween – Part 4 **

**_30 minutes until midnight…_ **

_*pant**pant**pant**pant*_

Shepard’s body trembled as she gripped the pistol in her hands even tighter. She cowered on the floor of the engineering deck across from the elevator in what remained of her Halloween costume, the very special costume she picked out for Liara. Shepard was dressed as a Playboy Bunny. Or she was. Her bunny ears were gone. The fabric on her chest was ripped away, exposing her breasts. She lost her shoes, her stockings were ripped and the fabric covering her crotch and asshole were ripped off. Her pussy was dripping wet with her cum and thankfully her cum alone.

Shepard started to cry. She had seen many horrifying things during her battles with the Reapers, things that would make even the bravest men soil themselves and run. But Shepard always remained calm. She controlled her fears and faced them head on, never letting them get the better of her. Until now.

She has seen…things. Things that were not of this world. There was no other explanation for it. A demon had come to the SSV Normandy. And it had taken all of her closest friends. And her lover…

**_One hour until midnight…_ **

**Shepard:** “Shit! I’m late!”

Shepard ran as fast as she could through the docks to the Normandy with a package under her arm. She was supposed to be back hours ago but got delayed during a stop at the embassies. So many people needing help…

Sometimes Shepard secretly wish she could tell all these people to go fuck themselves. But she couldn’t bring herself to _not_ help them. Many evenings she would drift off to sleep wishing she could just let everything go…let everything go…and enjoy herself…

Shepard arrived at her ship and hurried inside. No one was in the CIC. She figured they were all below enjoying the party. But before she joined them, she wanted to have private party of her own…

She hurried to her cabin and opened her package. Minutes later she was standing in the middle of her cabin in her brand new Playboy Bunny outfit. She looked at her reflection in the fish tank glass and smiled. She looked damn sexy. She tapped some buttons on her omni-tool and sent a pre-prepared message to Liara inviting her up. She then quickly sat on the bed and seductively crossed her legs.

She waited.

And waited.

And waited…

Fifteen minutes passed and still no sign of Liara. Shepard sighed. Was Liara still glued to her Shadow Broker terminal? She didn’t doubt it. She hadn’t heard back from Liara at all so she decided to go look for her.

Shepard stepped off the elevator onto the crew deck very slowly and looked around. She really wanted Liara to be the first to see her costume. If she was lucky maybe she could slip past everybody to Liara’s cabin.

No one was around so Shepard disembarked. She stopped to listen to the sounds of the party…but heard nothing. Shepard was confused. She was expecting music or at least some chatter. What was everyone doing? She crept around the bend and peeked into the mess hall. It was empty. Shepard stepped out and looked around. The place wasn’t even decorated. Boxes of decorations still sat on the table, untouched. There weren’t even any drinks or anything out. No party has taken place here.

Something was very wrong here. But first, Shepard needed to make sure Liara was OK. She made her way to the door of Liara’s cabin but stopped when she heard the medbay door slide open. The door opened and Shepard waited to see who would come out…but no one did. The door slid shut again without any signs of life. Shepard waited a few more moments, wondering what the hell was going on, before proceeding to Liara’s cabin. She knocked on the door.

**Shepard:** “Liara? You in there?”

The door slid open. The first thing Shepard noticed was an odd smell. It took her a moment but eventually she recognized the smell. It was something she hadn’t smelt in a long time. It was…semen?

She was also greeted by the sound of slapping flesh. Shepard looked around the room and her eyes widened and her jaw fell open when she found the source of the noise.

Samara was on all fours on Liara’s bed while Liara fucked her pussy. Liara had her back to the door when it opened and seemed oblivious to Shepard’s presence. From this angle Shepard could not tell how she was fucking Samara. Were they using a dildo?

**Liara:** “I’m cumming! I’m cumming!! I’M CUMMING!!!”

Samara screamed as they both came and collapsed on the bed. Liara let her fall and stood panting at the end of the bed, her back still to the door. Shepard was stunned…and heartbroken. Liara…was having an affair?

**Shepard:** “Li…Liara?”

That was all Shepard could choke out. She felt on the verge of tears. Liara straightened up when she heard Shepard’s voice.

**Liara:** “Shepard…”

Very slowly Liara turned around. After she was facing Shepard, Shepard screamed. She screamed in horror at what she saw. Liara’s eyes were completely black. Her belly was huge as though she were in the late stages of pregnancy. But the most horrifying thing of all…was her dick.

Liara had grown a dick between her legs. It dripped with a mixture of her own cum and Samara’s juices. When Shepard stopped screaming Liara placed her hands on her pregnant belly and smiled.

**Liara:** “We’ve been waiting for you…my love…”

Shepard turned to run and the door slid shut behind her. An unfathomable terror gripped Shepard after seeing her lover in that state. Her normal sense to confront the situation had vanished. All she felt was the desire to flee. But before she could get far she was stopped by Samantha and Ashley. They were both as pregnant as Liara and both with equally large cocks.

**Ashley:** “What’s the hurry, Shepard?”

**Samantha:** “Don’t be afraid! You’ll love being pregnant sex slave! Mistress will make you feel better than you ever have in your life!”

Before she could say anything Shepard heard the door to Liara’s room open. Liara exited followed by Samara. She had a cock too and was already visibly pregnant. The two asari advanced on Shepard with a hungry look in their eyes. Shepard quickly backed away and ended up bumping into Samantha. She could feel Samantha’s warm dick rubbing against her ass. She spun around to fight her off but Samantha quickly kissed her. It felt…good. _Really_ good…

Everything started to blur for Shepard. A fog gripped her mind and her legs felt weak. Samantha smiled as Shepard slid down to her knees, unable to stand any longer.

**Samantha:** “Don’t fight it, Shepard. Soon you will be so happy. Just like us…”

Ashley knelt down and ripped off the fabric cover Shepard’s breasts. She grabbed Shepard’s breasts and felt them up, playing with her nipples and fondling them. She made Shepard lean forward and stick out her ass. Everything in Shepard’s mind was so murky right now she did not have the will to fight them. Liara sat on the ground behind her and ripped away the fabric covering her ass and pussy.

**Liara:** “I really like your costume, Shepard. Shame we have to destroy it…”

She licked Shepard’s asshole. It felt so good Shepard yelled out. Samantha seized this opportunity to slide her cock into Shepard’s mouth. It has been years since she had tasted cock. And this was the best damn one she ever tasted!

Samantha smiled at Liara who smiled back. Liara positioned Shepard’s ass and brought her pussy down on her cock. Shepard’s eyes almost bulged out of her head. She was being double-teamed by two…women. Women with cocks? What?

Liara helped Shepard move up and down on her cock at first but now she was fucking her all on her own. Her cock felt so damn good! And Samantha’s tasted incredible! She wanted to be fucked by them all night long. Out of the corner of her eyes she saw Ashley and Samara holding their cocks and looking left out. Not wanting to exclude her friends she grabbed their cocks and started giving them handjobs.

It was a terrific fivesome! Shepard fucked Liara, Samantha, Ashley and Samara with an enthusiasm she hasn’t felt in years! She wanted to taste their cum! She wanted…to taste…

**Shepard, thinking:** “No…this…is…wrong!”

A voice in Shepard’s head began to ring out. It screamed at her that something was very wrong, that she needed to stop and think. The fog in her head cleared and she realized what was happening. Four of her closest friends had suddenly grown dicks and were fucking her?! And all the while they were chanting “join us, join us, join us.”

She needed to get away. She needed time to think. No matter how good their cocks felt, no matter how delicious they tasted, no matter how much she wanted to taste their cum…

Samantha’s cock back to twitch in her mouth. Liara’s began to do the same in her pussy. They were both preparing to cum. She could feel it. She could also feel that if they did cum inside her, it would be all over.

Shepard jerked her head back and Samantha’s cock popped out of her mouth.

**Shepard:** “NOOOOOOO!!!!”

She headbutted Samantha in the stomach. She pushed Ashley and Samara away and pulled herself up off Liara’s cock just as she came. Copious amounts of her cum sprayed all over the floor and Shepard dashed for the elevator, ditching her shoes so she could run faster and her bunny ears flying off her head. She hurried into the elevator before the four women could recover and pressed a random button. She didn’t care which. The door shut and Shepard trembled as she waited for it to open again. The door opened onto the engineering deck and she stumbled out. She rested her hands against the glass overlooking the cargo bay as she caught her breath. But when she looked up and actually looked out the window into the cargo bay she had to resist the urge to vomit.

The cargo bay…wasn’t the cargo bay anymore. It was like a piece of hell itself had planted itself down there. Huge fleshy blobs grew all over the walls and cargo containers. They pulsated as though alive as disgusting red tentacles, all with tips that looked like cocks, slithered all over them. But even more disgusting still was the fate of the women. All of the women who visited the Normandy for the party, from Miranda to Kelly to the various crewmen, were partially engulfed by the fleshy blobs. Their arms and legs were consumed by the blobs, leaving only their heads and bodies exposed. None of these women had dicks but all of them were extremely pregnant. The tentacles slithered all over these women. They wormed their ways over their bodies, wrapping around their tits and squeezing them, until they found their way to their holes. The tentacles slithered into their pussies and fucked them endlessly. Some even had tentacles in their mouths, fucking them like the cocks they appeared to be. Those that didn’t have tentacles in their mouths appeared to be chanting something in some strange language.

But the most disturbing thing of all was…how happy they all seemed. All the women were smiling as they chanted. Their smiles grew wider if a tentacle entered their pussy or ass. If one came close to their mouth they stopped chanting and eagerly opened it so it could slide right in.

And standing in the midst of it all…was Karen. Shepard barely recognized her as Karen Chakwas. She stood in the middle of the cargo bay with her arms outstretched. She slowly rotated as she took in the sights of her huge harem of broodmothers ready to give birth to her first generation of children. Midnight would soon be upon them. At that time the demon would be permanently bonded to Karen’s body and all the women would give birth. She would be unstoppable.

Karen turned in the direction of the elevator. She looked up at the observation windows, directly at Shepard, and smiled. Shepard ducked down and curled up on the floor. That… _thing_ saw her. And it…terrified her. Shepard felt like a little girl, cowering in the corner of her room after having a nightmare. Only this time…the nightmare was real…

**_15 minutes until midnight…_ **

Shepard managed to find a single pistol in Javik’s room. That was the only thing she found the courage to do. Her body trembled uncontrollably, her mind blank from fear. Hell itself had risen right below her and Shepard felt helpless. She needed to do something. But what _could_ she do?

Her first impulse was to arm up and defeat this demon. But all she had was this pistol and the rest of the armory was down below covered in flesh. She could try running for help. But she had a sinking feeling that if she left she would not return in time to be any help. And even if she did run, who’d believe her? It took her three years to convince people the Reapers were real! How’d she convince anyone that a demon had made a nest in the cargo hold of her ship?

Shepard took several deep breathes. She remind herself that she was Commander Shepard. Savior of the Citadel! Conqueror of the Collectors! She sure as hell wasn’t going to let a piece of hellspawn take her friends and her ship! Finally finding her courage, she stepped onto the elevator.

Karen stood in the midst of the cargo hold, overjoyed at the glorious sight surrounding her. All of her slaves had gathered there, enveloped by her fleshy masses. Even Samantha, Liara and the rest joined them. They entered the cargo hold and announced their failure to capture and turn Shepard. Karen was not concerned because she felt Shepard would come to her soon enough. She ordered her slaves to join their sisters. They all lined up against the walls of flesh and held out their arms to their sides. Their dicks disappeared as tentacles reached down and grabbed their arms and legs and lifted them up. They spread their legs out to the sides and sucked their limbs into the flesh. After they were secure the women joined their sisters in their chant. The chant was an ancient prayer, worshipping the demon and pledging their lives to their Dark Mistress.

The demon smiled. Only ten minutes remained until midnight. Soon her reign would truly begin…

The elevator dinged. Karen turned in time to see the elevator doors open…and to see Shepard come bursting out shooting. Shepard fired wildly at the demon, determined to kill it and save her friends. All the slaves ignored the gunfire and continued their chant while Karen took the blows. Shepard was so panicked that most of her shots missed. Those that did hit only struck her arms, legs and a few hit her stomach. Karen barely flinched and within seconds her wounds had healed.

The thermal clip in her gun was almost spent. She only had a couple more shots and she didn’t have a spare clip. She trembled as she pointed her gun at the demon.

**Shepard:** “Release my friends!”

Karen laughed.

**Karen:** “And what will you do if I don’t?”

**Shepard:** “How about a bullet between the eyes? Will that convince you?”

Karen laughed again.

**Karen:** “Are you sure you want to do that? The body I inhabit belongs to a dear friend of yours, am I right? If I die, so will she. Are you willing to murder someone you love…?”

Shepard’s hands shook with rage.

**Shepard:** “The Karen I knew…would rather be dead than be used by a… _thing_ like you!!”

Still grinning, Karen shook her head.

**Karen:** “…You’re not going to kill me…”

**Shepard:** “Yeah? Give me one good reason why not.”

**Karen:** “Because…”

Very slowly began to walk towards Shepard.

**Karen:** “…You want…”

Shepard tightened her grip on her pistol. If this thing came any closer she’d pull the trigger for sure.

**Karen:** “…To join them…”

Shepard blinked. Karen had stopped about a foot away from the gun’s muzzle. Shepard had it pointed directly at Karen’s forehead and had been steadily squeezing on the trigger. But Karen’s words caused her to loosen it a bit.”

**Shepard:** “…What?”

**Karen:** “I can see into your mind, Jane. Your life is one ordeal after another, an endless sea of pain. Every day people clamor around you, begging you to help them with their problems, but not once do they ever ask what you want.”

Shepard felt a strange tingling run through her body. She shook it off and focused on Karen again, not saying a word.

**Karen:** “You just want…to let go. You want to let go of all your worries and concerns, to live a life of happiness of tranquility. The life you desire…”

She motioned to all her slaves around her.

**Karen:** “…Is the life they are all living.”

A familiar sensation of fogginess began to surface in Shepard’s mind again. She struggled to keep it at bay.

**Shepard:** “That’s…not true…they…”

**Karen:** “It _is_ true! Ask any of them! They are incredibly happy! Shepard…”

She reached up and gently pushed the gun aside. She moved in closer until she and Shepard were almost face to face.

**Karen:** “…Join me. Join my harem. You never have to make another decision again. You will never have to make another tough call that will cause the deaths of other people. You will experience an endless sea of sexual pleasure from now…until the day you die…”

Her words echoed in Shepard’s head. And it wasn’t just Karen’s words. They mirrored thoughts she herself had just earlier this evening. Thoughts she had kept locked away in the depths of her mind and only brought forth during moments of pain and despair.

She didn’t want to be Commander Shepard anymore. She didn’t want to be the one making all the decisions. She wanted to be…

The muscles in Shepard’s hands weakened until the gun dropped to the floor. Karen smiled widely and gently placed her hand on Shepard’s shoulder. She guided the Commander to the wall of flesh. She placed Shepard with her back to it and backed away. Tentacles slithered down the wall and reached for Shepard. Shepard looked up at them. Her mind was such a fog that when she saw the tentacles…she smiled. She stretched out her arms and the tentacles grabbed her. They grabbed her arms and legs and lifted her up. They slithered all over her body, covering her in a slime that made the remnants of her costume dissolve away. They spread her arms and legs and sucked them into the wall.

It was a very strange sensation. Shepard blinked several times to try and clear her head. She looked to her right and was surprised to see Liara next to her. Liara smiled and looked at her with her black eyes.

**Liara:** “Welcome…my love…”

Shepard opened her mouth to reply. What she was going to say, even she didn’t know. But she never got a chance to find out. A tentacle swooped in out of nowhere and slithered into her mouth. She moaned from shock and delight. This tentacle tasted even better than Samantha’s cock! Her mouth watered as it slithered in and out of her mouth, reaching deeper into her throat. Two more tentacles made their way down her stomach to her pussy and asshole. They gently placed their tips against her holes and slid inside. Whatever these tentacles were covered in it acted as an aphrodisiac. Whatever thoughts of resistance that might have been forming in Shepard’s mind, they were quickly washed away.

Shepard’s mind had gone completely blank. The tentacles wormed their way ever deeper inside her. More tentacles outside her covered her in their juices. Her entire body was on fire with sexual ecstasy! Karen and all the slaves watched Shepard with smiles until…the tentacles came. They shot cum inside Shepard’s holes, filling her ass and pussy and flowing down her throat. Shepard passed out for a moment and the tentacles retracted. Everyone watched and waited in suspense for Shepard to open her eyes. And when she did…they were jet black.

**Shepard:** “I live…to serve you…my Mistress…”

**All:** “Welcome, sister!”

All the slaves joined in this welcome. And then all of them, including Shepard resumed the prayer. Shepard never felt happier in her life! It was so clear to her! All she had to do was obey her Mistress. She would obey her every command, give birth to as many babies as she desired, and she could be truly happy. Shepard smiled at Liara who smiled back and together they prayed with enthusiasm.

Karen laughed diabolically. Shepard was the last threat! With her under her thrall there was absolutely nothing that could stop her!

Midnight was only five minutes away!

All the demon had to do now was wait. Wait…for the world to end…

Karen continued her laughter as the slaves continued their chant. Shepard’s stomach already began to swell as one of the demon’s spawn formed within it. She was going to give birth along with all the rest at the stroke of midnight. Karen’s laughter subsided as her thoughts turned to what exactly she would do first upon her conquest of the Citadel. What world would she go to first?

…But then…

Karen heard a new sound in the cargo hold. It was chanting. But not the same chanting as her slaves. It sounded like…

**Karen:** “No…oh no…it can’t be! It just can’t be!”

Karen grew fearful and quickly looked around. This new chant…it was a spell! The banishing spell! The one from the page she destroyed from the spellbook!

**Karen:** “Who’s doing that?! Who’s chanting this spell?! SHOW YOURSELF!!!!”

She tried to hone in on the source of the chant. The sound seemed to be coming…from the direction of the elevator. But when she looked she saw nothing. But then there was a flicker of light. The light expanded and formed the silhouette of a human. And when the light faded…Kasumi Goto appeared before them all, reading the banishing spell from the crusty, crumpled page from the spellbook.

**Karen:** “NOOOOOOOOOOOOOOO!!!!!!!”

The demon lunged at Kasumi but lunged too late. Kasumi finished the spell.

Karen’s body felt like it was on fire. The demon could feel itself being ripped from its human flesh. Karen screamed and screamed as the demon’s soul was ripped from her body and with it, her youth. The demon’s soul ripped away from her body and took the form of a floating ball of fire. The demon’s screams could be heard from within the ball. It rose higher and higher into the air until it came crashing down onto the floor. A swirling vortex of energy formed that created a small tornado in the cargo hold. All the slaves ceased their chanting and began screaming. Their bellies quickly shrank as the demon’s spawn was re-absorbed. The tentacles retreated and the sacks of flesh began to shrink. They were ripped from the walls and flew around the cargo hold until they were sucked into the vortex. One by one the women all fell to the floor until the last one was released from a sack of flesh.

As the last of the flesh was sucked into the vortex there was a small explosion and it disappeared. The last of the demon’s screams echoed through the cargo hold until it faded completely.

Shepard moaned and stirred, as did the rest of the women. She opened her non-black eyes. Her mind had returned to normal. No longer was she under the demon’s control. No longer was a fog clouding her thoughts. She could think back at everything that had happened…and realized what she did.

**Shepard:** “Oh God…oh God! What did I do?! I…I failed…I failed everyone! I’m sorry! I’m so, so—“

Before she could finish Liara swooped in and kissed Shepard on the lips. All the women got up and gathered around them. When Liara stopped kissing her Shepard was in tears and Liara was smiling.

**Liara:** “Shepard…you have nothing to be sorry for. That demon…it messed with all of our heads. I don’t blame you for a thing.”

**Ashley:** “Neither do I. Not after experiencing what the thing could do.”

All the women chimed in their agreement, a fact which brought Shepard no small amount of happiness.

**Ashley:** “In fact, if I blame anyone…it’s Samantha!”

She pointed right at Samantha. All eyes turned to her.

**Samantha:** “What? Why me?!”

**Ashley:** “I heard the demon talking! It talked about how you were trying to brew an aphrodisiac you planned to give all of us during the party. But you screwed up and made a summoning potion instead! None of this wouldn’t have happened if it weren’t for you!”

Everyone started talking and ganging up on Samantha. They only stopped when the real Karen stepped forward.

**Karen:** “Ladies! Ladies, please! This is not the time for laying blame. This the time for thanks! And we should all thank Kasumi for not just saving us, but saving the whole galaxy!”

In all the excitement everyone actually forgot about Kasumi. She stepped forward and bowed as everyone applauded and cheered for her.

**Miranda:** “I thought the demon destroyed the page with the banishing spell! How did you retrieve it, Kasumi?”

Kasumi chuckled deviously.  


**Kasumi:** “I’ve actually been on board for the past seven hours. Cloaked, of course. I snuck into the medlab and watched Samantha and the doc brew that potion. Since the demon couldn’t see me it apparently couldn’t sense me. After it left I retrieved the spell from the pot. Spent the last few hours drying it out and trying to read it. Finished just as Shepard went looking for Liara.”

Shepard suddenly realized something.

**Shepard:** “So when I saw the medbay doors open with no one around…that was you leaving?!”

**Kasumi:** “Yep!”

Kasumi stood very proudly before all the naked women. They all started cheering again and chanting her name. Shepard was so happy that she hugged her.

**Shepard:** “Kasumi! We owe you everything! How can we ever thank you?”

A sly grin appeared on Kasumi’s face.

**Kasumi:** “Well…”

**_30 minutes past midnight…_ **

In the Normandy’s kitchen a pot boiled with a sweet smelling pink liquid. And all over the tables, countertops and floor of the crew deck were all the Normandy women, entangled in a massive orgy.

Kasumi actually liked Samantha’s idea about a shipwide orgy. As thanks for saving them all, she asked only that they complete Samantha’s plan. They brewed the potion, correctly this time, and every woman took a sip. Instantly their bodies became hot and aroused. They grabbed the first woman they could and had hot, passionate sex. After they burned the spellbook, of course.

The only woman who wasn’t having a good time was Samantha. She lay on her belly with her arms and legs hogtied behind her back and a ballgag in her mouth. Everyone let Samantha have a taste of the brew but then they immediately restrained her. This was her punishment for starting that whole mess. She could watch but not participate in the huge lesbian orgy she dreamed about. As a puddle formed between her legs, a very grumpy Samantha watched everyone else have the time of their lives.

Shepard and Liara had the “special” Halloween that they planned. They knelt on the floor, locked in each other’s embrace, rubbing their tits together while their tongues swum around in each other’s mouths.

Ashley was reluctant at first to join in but one sip of the brew quickly changed her mind. She lay on her back while Kelly licked her pussy. She lapped up Ashley’s juices with her own ass sticking up in the air. Kelly fingered her pussy while Ashley held her head, burying her face deeper into her own pussy while she approached orgasm.

Liara broke out her secret stash of sex toys for the party. Karen and Samara decided to have some fun with a long double-ended dildo. They went ass-to-ass and fucked each other’s pussies. They moaned pleasurably each time their ass cheeks slapped against each other.

Miranda and Jack immediately grabbed each other after tasting the brew. This whole incident helped them realize how much they wanted each other. Neither of them allowed the other to fuck anyone else and were intent on fucking the whole evening. Surprisingly one of the first things Jack did was offer up her ass to Miranda to spank again. Jack declared she could never bring herself to harm Miranda’s perfect ass and that she greatly enjoyed their time in the security station. After several rounds of spanking Miranda shoved her whole fist into Jack’s pussy. Jack’s eyes rolled back into her head and she came repeatedly as she continued to get some rough treatment.

As for the hero of the evening, Kasumi was having fun with Gabby. They locked their legs together and rubbed their pussies together while a very jealous Samantha watched nearby. These three were off to the side by the entrance to Liara’s cabin. Samantha was tied up near the kitchen while Kasumi and Gabby fucked on the walkway by Liara’s door. When they both came Gabby collapsed, exhausted, while Kasumi leaned back and her hand came to rest on something…sticky.

Kasumi looked down and saw her hand resting in something white. She sniffed her hand. It smelled like…semen?

It smelled…good.

An irresistible sensation overcame her. Unable to control herself, Kasumi gave it a lick. It tasted really good! She licked her hand clean and proceeded to scoop up more.

Samantha had looked away for a few moments to watch some of the other women. When she looked back to Kasumi she saw her scooping something off the floor and lapping it up. Samantha wasn’t sure what it was at first…but when she did her eyes widened in horror. It was Liara’s cum from back when they tried to fuck and turn Shepard. That cum had the demon’s brainwashing power!

**Samantha, thinking:** “No! No-no-no-no-no-no-no!!!”

Samantha didn’t know if the semen would still work with the demon banished. If it did, they were screwed. They burned the spellbook to keep the demon from ever returning. However without it they’d be helpless if something did happen! She had to stop Kasumi!

But the ballgag and her ropes prevented her from doing anything. The ropes were too secure for her to try and stop her. She could not speak and her loud moans were drowned out by the sensual moaning of the women around them. No one else noticed what Kasumi was doing and everyone was ignoring Samantha.

Soon Kasumi finished and stood up. Slowly she turned to face Samantha. She smiled at the bound Communications Specialist and looked at her…with jet black eyes.

Samantha watched in horror as a dick grew between Kasumi’s legs. Kasumi stood over Gabby as she began to stir. She was smiling when she looked up at Kasumi but her smile quickly disappeared when she saw her eyes and dick. She attempted to scream but Kasumi was quickly on top of her. She placed her hand over Gabby’s mouth and quickly thrust her cock inside her. In less than a minute Kasumi came inside her. Gabby stopped resisting and her body went limp. Kasumi got up and waited for Gabby to join her. She held out her hand and helped Gabby up. The two women smiled at each other with equally black eyes…eyes they soon turned to Samantha.

Samantha struggled again against her bonds but it was hopeless. She watched helplessly as Kasumi and Gabby gathered around her. Kasumi chuckled evilly as a dick formed between Gabby’s legs.

**Kasumi:** “Join us…sister…”

**Samantha, thinking:** “NOOOOOOOOOOOOOOO!!!!!!!!”

**_THE END_ **


End file.
